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Exhibit 10.1

                              EMPLOYMENT AGREEMENT
                                BERNARD J WALTER

         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of the 1st day of July, 2004 (the "Effective Date"), by and between POWER
TECHNOLOGY, INC., a Nevada corporation ("Employer"), and BERNARD J. WALTER, an
individual residing in Houston, Harris County, Texas ("Executive").

                                   WITNESSETH:

         WHEREAS, Employer and Executive desire to enter into an agreement
regarding Executive's employment with Employer pursuant to the terms and
conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and intending to be
legally bound hereby, the parties covenant and agree as follows:

         1. EMPLOYMENT. Employer hereby employs Executive and Executive hereby
accepts employment with Employer on the terms and conditions set forth in this
Agreement.

         2. TERM OF EMPLOYMENT. The term of Executive's employment hereunder
(the "Term") shall commence as of July 1, 2004 (the "Commencement Date") and
shall continue (subject to extension and termination by either Employer or
Executive, all as hereinafter provided) for an initial term (the "Initial Term")
expiring on December 31, 2009 (the "Expiration Date"). The Expiration Date
shall, unless terminated by Employer or Executive, be automatically extended for
successive one (1)-year periods following the expiration of the Initial Term. If
Employer desires to terminate Executive's employment under this Agreement at the
end of the Initial Term or at the end of any succeeding one (1)-year term,
Employer shall give written notice of such desire to Executive at least ninety
(90) days prior to the expiration of the Initial Term or any succeeding one
(1)-year term. If Executive desires to terminate Executive's employment under
this Agreement at the end of the Initial Term or at the end of any succeeding
one (l)-year term, Executive shall give written notice of such desire to
Employer at least ninety (90) days prior to the expiration of the Initial Term
or any succeeding one (1)-year term. At the expiration of the then-existing
term, Employer shall have no further obligation to Executive other than payment
of any earned and unpaid Base Salary (as hereafter defined) under Section 3.a.
and any earned and unpaid Bonus (as hereafter defined) under Section 3.b., and
Executive shall have no further obligation to Employer except as set forth in
Sections 8, 9, 10 and 11.

         3. COMPENSATION AND OTHER BENEFITS.

             a. As compensation for all services rendered by Executive in
performance of Executive's duties or obligations under this Agreement, Employer
shall pay Executive the following base salary (the "Base Salary"):





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         $90,000 per year through December 31, 2004, Increasing to $120,000 per
         year from January 1, 2005 to December 31, 2005, Increasing to $180,000
         per year thereafter plus increases effective January 1 of each
         subsequent year of no less than 5% of Ease Salary or such greater
         amount as set by the Compensation Committee,

Executive's Base Salary shall be payable in equal semi-monthly installments or
in the manner and on the timetable which Employer's payroll is customarily
handled or at such intervals as Employer and Executive may hereafter agree to
from time to time.

             b. In addition to receiving the Base Salary provided for in Section
3.a., (i) for the annual periods commencing January 1, 2005, Executive shall be
entitled to a restricted stock grant of 7,500,000 shares of the Employer's
common stock. This stock subject to this grant shall be non dilutive and shall
not be subject to any reverse stock split. In the event of a reverse stock
split, or in the event of the issuance of any additional shares of Employer's
common stock to any person, Employer shall grant to Executive such additional
number of shares necessary to bring Executive's ownership of outstanding issued
shares of Employer to 7.5% of Employer's authorized shares, Executive shall be
entitled to benefit from any forward stock split. These shares granted to
Executive shall not be sold for a period of three years from the effective date
of this Employment agreement without the written permission of the Board of
Directors of Employer,

             c. Additionally, a bonus of up to one hundred percent (100%) of
Executive's Base Salary paid during such one (1) year period, and (ii) for each
six (6) month period commencing through the Expiration Date, Executive shall be
entitled to a bonus of up to one hundred percent (100%) of Executive's Base
Salary during such six (6) month period (in each case, such bonus being referred
to herein as the "Bonus"); provided, however, Executive shall be entitled to
such Bonus if, and only if, Executive has met the performance criteria set by
the Compensation Committee of the Board of Directors of Employer (the
"Compensation Committee") for the applicable period. Executive acknowledges that
the performance criteria for Executive's Bonus to be earned for each six (6)
month period after December 31, 2004, shall be set on or before the beginning of
each applicable bonus period, and Executive shall have the opportunity to meet
with and discuss such criteria with the Compensation Committee prior to the
finalization of such criteria. Upon completion of the criteria for the
applicable period, such criteria shall be communicated to Executive in writing,
If Executive successfully meets the performance criteria established by Employer
(in the reasonable discretion of Employer), Employer shall pay Executive the
earned Bonus amount within thirty (30) days after the end of such applicable
period.

             d. Executive shall be entitled to be reimbursed by Employer for all
reasonable and necessary expenses incurred by Executive in carrying out
Executive's duties under this Agreement in accordance with Employer's standard
policies regarding such reimbursements.

             e. Beginning with the Commencement Date, Executive shall be
entitled during the Term, upon satisfaction of all eligibility requirements, if
any, to participate in all health, dental, disability, life insurance and other
benefit programs now or hereafter established by Employer which cover
substantially all other of Employer's employees and shall receive such other
benefits as may be approved from time to time by Employer.





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             f. During each twelve (12) month period of this Agreement,
Executive shall be entitled to two (2) weeks of paid vacation, increasing to
three (3) weeks after five years of service. In addition, Executive shall be
entitled to receive paid holidays as enjoyed by all other employees of Employer.

             g. Executive shall be entitled to a monthly automobile allowance of
$1,000.

             h. Upon the request of Executive, the Employer shall (i) obtain and
..maintain, during the Term hereof, officers and directors liability insurance
covering Executive in the amount of $5,000,000 containing customary terms and
conditions; and (ii) to the extent permitted under Employer's articles of
incorporation and/or bylaws, indemnify and hold harmless the Executive from and
against all costs (including attorneys fees and costs of suit), losses,
liabilities or cause of action arising out of or relating to his services as
Vice Chairman, Chief Executive Officer, president and director of the Employer.

         4. DUTIES.

             a. Executive is employed to act as Chief Executive Officer and
President of Employer, and to perform the duties and functions that are normal
and customary to such position.

             b. Executive agrees that during the period of employment, Executive
shall devote full-time efforts to Executive's duties as an employee of Employer
and Executive shall use Executive's best efforts to perform the duties of
Executive's position in an efficient and competent manner and shall use
Executive's best efforts to promote the interests of Employer and any affiliated
companies.

             c. During the period of employment, Executive agrees not to (i)
solely or jointly with others undertake or join any planning for or organization
of any business activity competitive with the business activities of Employer,
and (ii) directly or indirectly, engage or participate in any other activities
in conflict with the best interests of Employer.

             d. Executive agrees that during the period of employment Executive
shall refer to Employer all opportunities to which Executive might become
exposed in carrying out Executive's duties and responsibilities hereunder that
relate to the Employer's business.

         6. TERMINATION OF EMPLOYMENT. Executive's employment and this Agreement
shall terminate upon the earliest to occur of any of the following events (the
actual date of such termination being referred to herein, as the "Termination
Date"):

             a. The expiration of the Agreement pursuant to Section 2.

             b. Employer may terminate Executive's employment and this Agreement
for Cause (as defined below), provided, however, that Employer may not terminate
Executive's employment for Cause unless:





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                  (1) No fewer than sixty (60) days prior to the date of
         termination (the actual date of such termination being referred to
         herein as "Date of Termination"), the Employer provides Executive with
         written notice (the "Notice of Consideration") of Employer's intent to
         consider termination of Executive's employment for Cause, which notice
         shall include a detailed description of the specific reasons which form
         the basis for such consideration, and shall specify a date and time for
         Executive to appear before the Company's Board of Directors to present
         arguments and evidence on Executive's own behalf with respect to the
         reasons for consideration identified in the Notice of Consideration
         (which date shall not be less than thirty (30) days after the date the
         Notice of Consideration is provided by Employer to Executive) (the
         "Consideration Date");

                  (2) Executive shall have the opportunity to appear before the
         Company's Board of Directors on the Consideration Date, with or without
         legal representation, at Executive's election, to present such
         arguments and evidence on Executive's own behalf with respect to such
         reasons for consideration; and

                  (3) Following the presentation to the Company's Board of
         Directors as provided in Section 6.b.(2) above or Executive's failure
         to appear before the Board of Directors on the Consideration Date,
         Executive may be terminated for Cause only if (x) the Company's Board
         of Directors, by the affirmative vote of two-thirds (2/3) of the
         members of a quorum of the Board of Directors present at such meeting
         (excluding Executive if Executive is they a member of the Board of
         Directors, and any other member of the Board of Directors reasonably
         believed by the Hoard of Directors to be involved in the events leading
         the Board of Directors to terminate Executive for Cause), determines
         that the actions or inactions of Executive specified in the Notice of
         Termination occurred, that such actions or inactions constitute Cause;
         and (y) the Company's Board of Directors provides Executive with a
         written determination (a "Notice of Termination for Cause") setting
         forth in specific detail the basis of such Termination of Employment,
         which Notice of Termination for Cause shall be consistent with the
         reasons set forth in the Notice of Consideration. Unless the Employer
         establishes both (i) its full compliance with the substantive and
         procedural requirements of this Section 6.b. prior to a termination of
         employment for Cause, and (ii) that Executive's action or inaction
         specified in the Notice of Termination for Cause did occur and
         constituted Cause, any termination of employment shall be deemed a
         termination by Employer without Cause for all purposes of this
         Agreement.

                  (4) After providing a Notice of Consideration pursuant to the
         provisions of Section 6.b.(1), the Employer's Board of Directors may,
         by the affirmative vote of two-thirds (2/3) of the members of a quorum
         of the Board of Directors present at such meeting (excluding for this
         purpose Executive if he is a member of the Board of Directors, and any
         other member of the Board of Directors reasonably believed by the Board
         of Directors to be involved in the





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         events issuing the Notice of Consideration), suspend Executive with pay
         until a final determination pursuant to this Section 6.b. has been
         made.

                  (5) After receiving a Notice of Consideration pursuant to the
         provisions of Section 6.b,(1), Executive may terminate this Agreement
         without Good Reason with thirty (30) days prior written notice.

                  (6) If Executive's employment is terminated under this Section
         6.b., Executive shall be entitled to receive accrued but unpaid
         compensation set forth in Section 3,a, and Section 3.b. hereof through
         the Termination Date and those benefits under Section 34, which are
         required under the Employee Income Retirement Security Act of 1974, as
         amended ("ERISA"), or other applicable laws.

             c. In the event of Executive's death or disability of a permanent
nature rendering the Executive unable to perform Executive's duties hereunder
for a period of not less than ninety (90) days during any one hundred eighty
(180) consecutive day period during the Term hereof, Employer shall pay to the
Executive or the estate of the Executive, as applicable, in the year of death or
disability, compensation which would otherwise be payable to the Executive
pursuant to Section 3 hereof up to (i) the end of the one hundred eighty (180)
day period following death, or (ii) the expiration of the one hundred eighty
(180) day period referred to above during which time the Executive was unable to
perform Executive's duties hereunder to the extent described above.

                  (1) The Term of employment shall end upon the Executive's
         death or the expiration of such one hundred eighty (180) day period and
         a determination by the Employer's Board of Directors of Employer that
         there is no reasonable accommodation (within the meaning of the
         Americans with Disabilities Act) which would enable Executive to
         perform the essential functions of Executive's position under this
         Agreement despite the existence of such disability.

                  (2) For purposes of this Agreement, Executive shall be deemed
         to be unable to perform Executive's duties hereunder when the Board of
         Directors of Employer, upon the advice of a qualified physician
         mutually agreeable to the Executive (or, if appropriate, Executive's
         representative) and the Board of Directors of Employer, shall have
         determined that Executive has become physically or mentally incapable
         (excluding infrequent and temporary absences due to ordinary illness)
         of performing Executive's duties under this Agreement.

                  (3) Before making any termination decision pursuant to this
         Section 6,c., the Board of Directors of Employer shall determine
         whether there is any reasonable accommodation (within the meaning of
         the Americans with Disabilities Act) which would enable Executive to
         perform the essential functions of Executive's position under this
         Agreement despite the existence of any such disability. If such a
         reasonable accommodation is possible, Employer shall make





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         that accommodation and shall not terminate Executive's employment
         hereunder based on such disability.

             d. The Employer may terminate the Executive's employment without
Cause with thirty (30) days prior written notice and the Executive may terminate
Executive's employment for Good Reason (as hereinafter defined) with thirty (30)
days prior written notice. in either event, the Employer shall;

                  (2) Pay the Executive the lesser of one full year of Base
         Salary, or, all accrued but unpaid, as of the Termination Date,
         compensation under Section 3.a. and Section 3.b, plus all base salary
         and car allowance due for the remainder of the contract.

                  (3) Pay for Executive's COBRA benefits for the lesser of the
         Severance Term or the maximum period in which Executive is eligible to
         receive COBRA; however, in no event shall Employer be required to pay
         in excess of $1500 per month toward such COBRA benefits.

                  (4) If Executive is terminated without Cause or for GOOD
         REASON and a Change in Control occurs as described in Section 14 within
         six (6) months after the termination date, the benefits under Section
         14 shall apply.

             e. As used in this Agreement, "CAUSE" shall mean:

                  (1) Any embezzlement or wrongful diversion of funds of
         Employer or any affiliate of Employer by Executive;

                  (2) Gross malfeasance by Executive in the conduct of
         Executive's duties;

                  (3) Material breach of this Agreement and the failure to cure
         such breach; or

                  (4) Gross neglect by Executive in carrying out Executive's
         duties.

             f. As used in this Agreement, "GOOD REASON" shall mean:

                  (1) The failure of Executive to be elected or reelected or to
         be appointed or reappointed, without cause, to the Board of Directors
         of the Employer, to the position of Chairman of the Board of Directors,
         and to the offices of Chief Executive Officer and President of the
         Employer;

                  (2) A material change by the Employer of the Executive's
         function, duties or responsibilities that would cause the Executive's
         position with the Employer to become of less dignity, responsibility,
         importance or scope from the position and attributes thereof described
         in Section 4.a.; or





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                  (3) Any other material breach of this Agreement by the
         Employer that remains uncured for a period of at least thirty (30) days
         following written notice from Executive to Employee of such alleged
         breach, which written notice describes in reasonable detail the nature
         of such alleged breach.

         7. INVENTIONS AND CREATIONS BELONG TO EMPLOYER.

             a. Any and all inventions, discoveries, improvements or creations
(collectively, "Creations") which Executive has conceived or made or may
conceive or make during the period of employment in any way, directly or
indirectly, connected with Employer's Business shall be the sole and exclusive
property of Employer, Executive agrees that all copyrightable works created by
Executive or under Employer's direction in connection with Employer's Business
are "works made for hire" and shall be the sole and complete property of
Employer and that any and all copyrights to such works shall belong to Employer.
To the extent any of the works described in the preceding sentence are not
deemed to be "works made for hire," Executive hereby assigns all proprietary
rights, including copyright, in these works to Employer without further
compensation.

             b. Executive further agrees to (i) disclose promptly to Employer
all such Creations which Executive has made or may make solely, jointly or
commonly with others during the period of employment to the extent connected
with Employer's Business, (ii) assign all such Creations to Employer, and (iii)
execute and sign any and all applications, assignments or other instruments
which Employer may deem necessary in order to enable Employer, at Employer's
expense, to apply for, prosecute and obtain copyrights, patents or other
proprietary rights in the United States and foreign countries or in order to
transfer to Employer all right, title and interest in said Creations.

         8. CONFIDENTIALITY; OWNERSHIP OF INFORMATION. Employer promises that
Employer will, during the Term, provide Executive with access to such
Confidential Information (as defined in Section 9.a.) owned by Employer and that
is used in the operation of Employer's Business as reasonably necessary to allow
Executive to perform Executive's obligations hereunder, Executive acknowledges
that Employer has agreed to provide Executive with a definite term of employment
and with access to such Confidential Information of Employer during that term of
employment.

             a. DEFINITION. For purposes of this Agreement, "Confidential
Information" means any and all information relating directly or indirectly to
Employer that is not generally ascertainable from public or published
information or trade sources and that represents proprietary information to
Employer, excluding, however, (i) Executives' business contacts, (ii)
information already known to Executive prior to Executive's employment with
Employer, and (iii) information required to be divulged in any legal or
administrative proceeding in which Executive is involved. Confidential
Information shall consist of, for example, and not intending to be inclusive,
(A) software (source and object codes), algorithms, computer processing systems,
techniques, methodologies, formulae, processes, compilations of information,
drawings, proposals, job notes, reports, records and specifications, and (B)
information concerning any matters relating to Employer's Business, any of its
customers, prospective customers, customer contacts, licenses, the





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prices it obtains or has obtained for the licensing of its software products and
services, or any other information concerning Employer's Business and Employer's
goodwill.

             b. NO DISCLOSURE. During the Term and at all times thereafter,
Executive shall not disclose or use in any manner, directly or indirectly, and
shall use Executive's best efforts and shall take all reasonable precautions to
prevent the disclosure of, any such trade secrets or other Confidential
Information, except to the extent required in the performance of Executive's
duties or obligations to Employer hereunder or by express prior written consent
of a duly authorized officer or director of Employer (other than Executive).

             c. OWNERSHIP OF INFORMATION. Such Confidential Information is and
shall remain the sole and exclusive property and proprietary information of
Employer or Employer's customers, as the case may be, and is disclosed in
confidence by Employer or permitted to be acquired from such customers in
reliance on Executive's agreement to maintain such Confidential Information in
confidence and not to use or disclose such Confidential Information to any other
person except in furtherance of Employer's Business.

             d. RETURN OF MATERIAL. Upon the expiration or earlier termination
of this Agreement for any reason, Executive shall immediately turn over to
Employer all documents, disks or other magnetic media, or other material in
Executive's possession or under Executive's control that (i) may contain or be
derived from Creations or Confidential Information, or (ii) are connected with
or derived from Executive's services to Employer. Executive shall not retain any
Confidential Information in any form (e,g., computer hard drive, microfilm,
etc.) upon the expiration or earlier termination of this Agreement,

         10. NONCOMPETE; WORKING FOR COMPETITOR. In consideration of Executive's
employment by Employer, Executive will not, at any time during the Term or, if
Executive's employment is terminated pursuant to the provisions of Section 6
(other than Section 6.a.), at any time during the Severance Term, directly or
indirectly, within the United States, for Executive's own account or on behalf
of any direct competitors of Employer, engage in any business or transaction the
same or similar to Employer's Business (whether as an employee, employer,
independent contractor, consultant, agent, principal, partner, stockholder,
corporate officer, director or in any other individual or representative
capacity), without the prior written consent of Employer, which consent may be
withheld by Employer in Employer's sole and absolute discretion.

         11. NON-SOLICITATION OF EMPLOYEES. During the Term and for a period of
twenty-four (24) months after the date of termination of employment, Executive
will not in any way, directly or indirectly (i) induce or attempt to induce any
employee of Employer to quit employment with Employer; (ii) otherwise. interfere
with or disrupt Employer's relationship with its employees; (iii) solicit,
entice or hire away any employee of Employer; or (iv) hire or engage any
employee of Employer or any former employee of Employer whose employment with
Employer ceased less than one year before the date of such firing or engagement.
Executive acknowledges that any attempt on the part of Executive to induce
others to leave Employer's employ, or any effort by Executive to interfere with
Employer's relationship with its other employees would be harmful and damaging
to Employer.





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         12. REMEDIES; INJUNCTION. In the event of a breach or threatened breach
by Executive of any of the provisions of this Agreement, Executive agrees that
Employer, in addition to and not in limitation of any other rights, remedies or
damages available to Employer at law or in equity, shall be entitled to a
permanent injunction without the necessity of proving actual monetary loss in
order to prevent or restrain any such breach by Executive or by Executive's
partners, agents, representatives, servants, employees and/or any and all
persons directly or indirectly acting for or with Executive. It is expressly
understood between the parties that this injunctive or other equitable relief
shall not be Employer's exclusive remedy for any breach of this Agreement, and
Employer shall be entitled to seek any other relief or remedy which it may have
by contract, statute, law or otherwise for any breach hereof.

         13. CHANGE IN CONTROL. A "Change in Control" shall be deemed to have
occurred if (i) in the context of a single event or series of related events
following the effective date of this Employment Agreement, more than 50% of the
Employer's outstanding securities entitled to vote in elections of directors
shall be acquired by any person (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) other than by any
person which includes (A) Executive, or (13) any shareholders of the Employer
who own at least ten percent (10%) of Employer's outstanding securities as of
the Effective Date hereof, or (ii) as the result of a tender offer, merger,
consolidation or sale of assets, or any combination of such transactions, the
persons who were directors of Employer immediately before the transaction shall
cease to constitute a majority of the Board of Directors of Employer or any
successor to Employer. In the event of a Change in Control and any Change in
Control Qualifying Event (as herein defined) shall occur, Executive shall be
permitted to terminate his employment within six (f) months of such Change in
Control Qualifying Event and notwithstanding such termination, Executive shall
be entitled to receive his Base Salary for the remaining Term of this Agreement.
In addition, any options granted to Executive in accordance with Section 5 shall
immediately vest as of such termination date; however, Executive shall not be
eligible to receive the Bonus for any quarter beyond the quarter in which
Executive's employment is terminated. For purposes hereof, a Change in Control
Qualifying Event shall include (i) a significant diminution, without mutual
agreement of the parties, in the nature and scope of Executive's authority,
power, functions or duties, (ii) Employer assigns to Executive, without mutual
agreement of the parties, substantial additional duties or responsibilities
which are inconsistent with the duties of Executive under this Agreement, or
(iii) Employer transfers Executive from the principal office of the Employer.

         14. ARBITRATION. The parties agree that all disputes or questions
arising in connection with this Agreement and/or the termination of Executive's
employment hereunder shall be settled by a single arbitrator pursuant to the
rules of the American Arbitration Association in the City of Houston, Texas, and
the award of the arbitrators shall be final, non-appealable, conclusive and
enforceable in a court of competent jurisdiction; PROVIDED, HOWEVER,
notwithstanding the foregoing, in no event shall any dispute, claim or
disagreement arising under Sections 7, 8, 9, 10 and 11 of this Agreement that
requires injunctive or other equitable relief be required to be submitted to
arbitration pursuant to this provision or otherwise.

         16. EXPENSES. The Employer shall promptly pay or reimburse Executive
for all costs and expenses, including, without limitation, court costs and
attorneys' fees, incurred by Executive as a result of any claim, action or
proceeding (including, without limitation, a claim,





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action or proceeding by Executive against the Employer) arising out of, or
challenging the validity or enforceability of, this Agreement or any provision
hereof.

         17. NOTICES. Any notice, demand or request which may be permitted,
required or desired to be given in connection therewith shall be given in
writing and directed to Employer and Executive as follows:

         If to Employer, at:
                                      1770 St. James Place, Suite 116
                                      Houston, Texas 77056
                                      Attention: Chairman of the Board
                                      Facsimile No., (713) 586-6678

         or, if to Executive, at:     Mr. Bernard J. Walter
                                      1770 St. James Place, Suite 116
                                      Houston, Texas 77056
                                      batteryman@sboglobal.net

Notices shall be deemed properly delivered and received when and if either: (i)
personally delivered; (ii) delivered by nationally-recognized overnight courier;
(iii) when deposited in the U.S. Mail, by registered or certified mail, return
receipt requested, postage prepaid; (iv) sent via internet e mail with a
confirmation of receipt. Any party may change its notice address for purposes
hereof to any address within the continental United States by giving written
notice of such change to the other parties hereto at least fifteen days prior to
the intended effective date of such change.

         18. SEVERABILITY. If any provision of this Agreement is rendered or
declared illegal or unenforceable by reason of any existing, or subsequently
enacted legislation or by decree of a court of last resort, Employer and
Executive shall promptly meet and negotiate substitute provisions for those
rendered or declared illegal or unenforceable, but all the remaining provisions
of this Agreement shall remain in full force and effect.

         19. ASSIGNMENT. This Agreement may not be assigned by any party without
the prior written consent of the other parties.

         20. BINDING AGREEMENT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, and their respective legal
representatives, heirs, successors and permitted assigns.

         21. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.

         22. AGREEMENT READ, UNDERSTOOD AND FAIR. Executive and Employer have
carefully read and considered all provisions of this Agreement and agree that
all of the restrictions





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set forth are fair and reasonable and are reasonably required for the protection
of their respective interests.

         23. SUBJECT TO BOARD AND SHAREHOLDER APPROVAL. This Agreement is
subject to approval of the Board of Directors of Employer. In connection
therewith, Employer agrees to submit a unanimous written consent of the Board of
Directors approving such agreement on or before July 1, 2004, and to advise
Executive promptly following such meeting as to whether this Agreement was
approved. In the event this Agreement is not approved on or before such date,
this Agreement shall be void and of no further force or effect. The parties
agree that this Agreement shall be of no force and effect unless and until it
has been approved by the Board and executed by both parties.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]





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         IN WITNESS WHEREOF, the parties have executed this Agreement on the I"
day of July, 2004, effective as of the Effective Date.

                                             EMPLOYER:
                                             ---------

                                             Power Technologies, Inc., INC.

                                             By: /s/ Hugo Promrehn
                                                 -------------------------------
                                                 Director

                                             EXECUTIVE:
                                             ----------

                                             /s/ Bernard J. Walter
                                             -----------------------------------
                                             Bernard J. Walter
                                             July 6, 2004